REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants that, as of the date hereof and as of the date the Offeror first takes up Common Shares pursuant to the Offer:
(i) of the Common Shares now owned or over which control or direction is exercised by it, certain of such Common Shares as set forth in Schedule "B" attached hereto (the "1998 Escrowed Shares") are held in escrow by Montreal Trust Company of Canada (the "Escrow Agent") pursuant to an escrow agreement dated June 4, 1998 (the "1998 Escrow Agreement"), a copy of which has been provided to the Offeror. The Principal Shareholder agrees to use its best efforts to make or cause to be made within three business days from the execution of the Agreement, an application (the "Escrow Relief Application") to the applicable regulatory authorities to obtain regulatory approval to allow the Escrow Agent to deposit the 1998 Escrowed Shares under the Offer (the "Escrow Relief") as soon as practicable following receipt of the required regulatory approval, but in any event, not later than the expiry date of the Offer, provided such regulatory approval has been received and the Offer has not been withdrawn or terminated.
(ii) it is a corporation that is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; has all necessary power, authority, capacity and right, and has received all requisite approvals (including any necessary approval of its shareholders), and, subject to the making of the Escrow Relief Application, has made any required filings to enter into this Agreement and to complete the transactions contemplated hereby and that, upon the due execution and delivery of this Agreement by the Purchaser, this Agreement shall be duly executed and delivered by the Principal Shareholder and shall be a valid and binding agreement enforceable by the Purchaser against the Principal Shareholder in accordance with its terms. subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable la...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants to Parent, as of the date hereof and any Option Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Each of the Principal Shareholders, jointly and severally, hereby represents and warrants to Bidder as of the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Except as set forth in the Principal Shareholder Disclosure Schedule, the Principal Shareholder, represents and warrants to Zhone and Sub that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Except as disclosed in the disclosure schedules delivered to Parent, corresponding to the Section of this Agreement to which the following representations or warranties pertain, the Principal Shareholder represents and warrants to Parent as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. 8.1 The Principal Shareholder represents and warrants to the Vendor and acknowledges that the Vendor is relying upon such representations and warranties in entering into this agreement:
(a) The Principal Shares are owned by the Principal Shareholder as the beneficial and recorded owner with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.
(b) The entering into this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any term or provision of the articles of incorporation or bylaws of the Principal Shareholder or of any indenture, instrument or agreement, written or oral, to which the Principal Shareholder may be a party.
(c) There are no actions, suits or proceedings pending or threatened against or affecting the Principal Shareholder, at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and the Principal Shareholder are not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.
8.2 The Principal Shareholder acknowledges that he has been advised to obtain independent legal advice.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants to the Company and the Shareholders, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. Subject to such exceptions as are specifically disclosed in the Disclosure Letter, the Principal Shareholder represents and warrants to Parent as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder represents and warrants to IEC that on the date hereof and as of the Effective Time:
